Minutes | Special Meeting of the ICANN Board 28 July 2011

A Special Meeting of the ICANN Board of Directors was held on 28 July 2011 at 11:00 UTC.

Chairman Steve Crocker promptly called the meeting to order.

In addition to the Chair the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Sébastien Bachollet, Cherine Chalaby, Bertrand de la Chapelle, Chris Disspain, Bill Graham, Gonzalo Navarro, Ray Plzak, R. Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin (Vice Chair), Katim Touray, and Kuo-Wei Wu.

Erika Mann sent apologies.

The following Board Liaisons participated in all or part of the meeting: Heather Dryden, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Reinhard Scholl, TLG Liaison; and Suzanne Woolf, RSSAC Liaison.

  1. Consent Agenda
  2. Receipt of Security, Stability & Resiliency Framework for FY12
  3. Appointment of a New Ombudsman
  4. CEO Report
  5. Any Other Business
  1. Consent Agenda

  2. The Chair of the Board introduced the Consent Agenda items and moved the Consent Agenda resolution.

    The Board then took the following action:

    Resolved, the following resolutions in this Consent Agenda are approved:

    1.1. Approval of Minutes of 20 June 2011 ICANN Board Meeting

    Resolved (2011.07.28.01), the Board approves the minutes of the 20 June 2011 ICANN Board Meeting.

    1.2. Approval of Minutes of 24 June 2011 ICANN Board Meeting

    Resolved (2011.07.28.02), the Board approves the minutes of the 24 June 2011 ICANN Board Meeting.

    1.3. Approval of Minutes of 24 June 2011 ICANN Organizational Board Meeting

    Resolved (2011.07.28.03), the Board approves the minutes of the 24 June 2011 ICANN Organizational Board Meeting.

    1.4. Approval of Minutes of 25 June 2011 ICANN Board Meeting

    Resolved (2011.07.28.04), the Board approves the minutes of the 25 June 2011 ICANN Board Meeting.

    1.5. Approval of Redelegation of .om Domain Representing Oman

    Whereas, OM is the ISO 3166-1 two-letter country-code designated for Oman;

    Whereas, ICANN has received a request for redelegation of .OM to the Telecommunications Regulatory Authority.

    Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the interests of the local and global Internet communities;

    It is hereby Resolved (2011.07.28.05), that the proposed redelegation of the .OM top-level domain to the Telecommunications Regulatory Authority is approved.

    Rationale for Resolution 2011.07.28.05

    Why the Board is addressing the issue now?

    Staff present delegation and redelegation requests for country-code domains to the Board for decision, once staff are satisfied the applicant has provided a sufficiently complete application that has a reasonable prospect of a positive Board decision. In line with ICANN's commitments to perform timely processing of requests relating to the IANA function, and the DNS root zone in particular, the ICANN Board seeks to evaluate such requests at its next scheduled Special Meeting.

    What is the proposal being considered?

    The proposal is to approve a request to IANA to change or designate the sponsoring organisation (also known as the manager or trustee) of a country-code top-level domain.

    In line with established practice, the ICANN Board is involved in making the decision to proceed with such requests as one step of this multi-step process.

    Which stakeholders or others were consulted?

    In the course of evaluating a delegation application, ICANN staff consults with the applicant, the current operator (if applicable), and other directly connected parties. In line with ICANN's practice of keeping incomplete root zone change requests in confidence, ICANN has not performed open consultation on this matter.

    What concerns or issues were raised by the community?

    Any concerns or issues are raised within the public report that will be published in conjunction with this action. This report will be published on the IANA website at http://www.iana.org/ should the root zone change request has successfully completed final processing, usually 1-2 months after the Board's decision.

    What significant materials did the Board review?

    The Board is involved in assessing requests against a variety of public interest criteria. This criteria includes establishing the country-code is eligible (e.g. listed in the ISO 3166-1 standard); establishing the proposed manager is supported by the local Internet community; establishing the proposed operator is operationally and technically competent; establishing the proposed manager is based locally and bound under local

    law; establishing the proposed manager operates fairly and equitably; establishing that in cases there is a transfer of operations that an appropriate plan is in place to preserve ongoing stability of the domain; and establishing that the action is compatible with any

    applicable local laws and regulations. During the staff compilation process, the applicant is asked to provide a variety of materials in support of these various aspects. Pertinent information from these supplied materials and other staff research is provided to the Board, and published in a public report at the end of implementing an approved


    What factors the Board found to be significant?

    The Board considers factors described in the public report, in relation to the basic principles of country-code domain delegation described earlier.

    Are there positive or negative community impacts?

    The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, and the local communities to which country-code top-level domains are designated to serve.

    Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

    The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the fiscal impact of the internal operations of country-code top-level domains within a country, other than ensuring the operator is based in country and has the appropriate mechanisms to allow the local Internet community to properly oversee the domain's ongoing operation.

    Are there any security, stability or resiliency issues relating to the DNS?

    For country-code top-level domain delegations, ICANN seeks to approve only such requests where reasonable concerns have been satisfactorily addressed, and the proposed new manager has demonstrated a sufficient level of operational and technical competency where such concerns should be minimal.

    Resolutions 2011.07.28.01, 2011.07.28.02, 2011.07.28.03, 2011.07.28.04, and 2011.07.28.05 were approved in a single vote approving the consent agenda items. All Board members present unanimously approved these resolutions. Erika Mann and Mike Silber were not available to vote on the resolutions.

  3. Receipt of Security, Stability & Resiliency Framework for FY12

  4. Jeff Moss, the Chief Security Officer, provided a report regarding the SSR Framework, including a discussion of how community considerations raised in response to earlier SSR Frameworks were incorporated into the FY12 Framework. Jeff explained that, as a result of feedback received in Cartagena, the report is now more streamlined and draws greater distinction between the areas where ICANN has operational control such as DNSSEC and root zone operations, and those areas where ICANN is a collaborator and coordinator, and areas where ICANN is more of an observer of activities led by other groups. The 2012 SSR Framework was previewed with eh SSAC and the At-Large, and has been the subject of public comment. The Framework was then discussed with various constituencies at the Singapore meeting, with generally positive feedback on the changes.

    Jeff noted that there is still community concern that ICANN needs to be better in updating the community on how prior SSR Frameworks have been executed and implemented, as well as providing more budget detail. This same concern is under discussion with the Affirmations review team addressing Security and Stability, and efforts are already underway to meet these concerns.

    The Chair confirmed that the Board is now being asked to acknowledge receipt of the Framework. The Chair then provided his view that this 2012 Framework is an improvement over the Frameworks previously presented, and thanked Patrick Jones and the staff for that work. The Chair also noted that any plan has to have criteria that will allow evaluation of measurable goals, and this Framework provides a better basis for reporting than prior Frameworks. Using this Framework as a baseline, the Chair commented that going forward, reporting against the Framework should be straightforward.

    Jeff confirmed that transparency and the ability to report against the plan was very important to its design. Jeff also inquired about the Board's wishes for the next step in evolving the SSR plan.

    Ram Mohan confirmed that he and Ray Plzak, through their work on the Board Governance Committee, are tasked with identifying a recommended composition for a DNS Working Group that will have oversight over the execution of the SSR plans, which may be ready for Board consideration at its next Board meeting. The charter and scope of the group's work will also have to be defined, such as whether this will be a standing group.

    The Chair then inquired of the CEO as to his understanding of the purpose of the working group.

    The CEO confirmed that the working group that is being formed will have a task to develop a process for reviewing and overseeing a DNS risk management system, and the oversight of the SSR Framework is one part of that. The CEO noted that the narrow focus of this new working group will hopefully lead to timely success and progress on these issues.

    The Chair noted the CEO's earlier concerns in modifying the SSAC's charter to remove the security framework responsibility without having any compensating activity, while one of ICANN's primary obligations as an organization is to maintain the security, stability and resiliency of the DNS. The Chair asked the CEO if this development of the pending working group was satisfactory to the CEO.

    The CEO confirmed that he is pleased with this development, as the shift to having the DNS SSR issues considered under the Board's leadership will give ICANN the ability to be more proactive in developing rigorous risk measures and monitoring. The CEO shared that there is growing outside interest from experts in forming strategic relationships with ICANN to contribute ideas on developing risk frameworks.

    The Chair then called for a vote, and the Board took the following action:

    Whereas, the FY 12 Security, Stability & Resiliency (SSR) Framework was posted for public comment from 2 May to 7 June 2011.

    Whereas, a public comment summary and analysis was completed and published on 8 June 2011.

    Whereas, staff conducted a community briefing during the Singapore meeting and is incorporating feedback into the operational priorities described in the SSR Framework, including benchmarks, objectives, milestones and a mechanism for assessing success in SSR activities.

    Resolved (2011.07.28.06), the Board acknowledges receipt of the FY 12 SSR Framework.

    Rationale for Resolutions 2011.07.28.06

    Under the Affirmation of Commitments signed by ICANN and the US Department of Commerce on 30 September 2009, preserving the security, stability and resiliency of the DNS is recognized as a key commitment. The Affirmation acknowledges in Section 9.2 that ICANN has adopted a Security, Stability and Resiliency (SSR) Plan, which will be regularly updated to reflect emerging threats to the DNS, including unique identifiers. Previous SSR Plans were published in 2009 and 2010, and acknowledged by the ICANN Board at the international public meetings in Sydney, Australia (June 2009) and Cartagena, Colombia (December 2010).

    This latest version of the SSR Framework has been updated in a more streamlined and accessible format, and was published in May 2011 to bring ICANN's baseline documentation on SSR on schedule with the publication of the FY 12 ICANN Operating Plan and Budget cycle. The document provides guidance to the community on ICANN's role in SSR, describes areas in which ICANN has operational responsibility, areas in which ICANN is a collaborator, facilitator and contributor, and areas in which ICANN is an observer of activities led by others in the ecosystem. Community inputs received in the public comment period were generally supportive of the revised format, and asked for greater specificity and precision on definitions.

    A Board paper detailing the SSR Framework and annex containing information on the comments received between 2 May and 7 June 2011 has been provided to the Board.

    The document is separate from the overall ICANN Operating Plan and Budget and there are no anticipated fiscal impacts from this decision. The Framework serves as guidance on ICANN activities in SSR for the coming fiscal year.

    Resolution 2011.07.28.06 was unanimously approved by all Board members present. Erika Mann and Mike Silber were unavailable to vote on the resolution.

  5. Appointment of a New Ombudsman

  6. John Jeffrey, General Counsel and Secretary, provided a report to the Board on the work of the Compensation Committee and the Board to identify a recommended candidate as the ICANN Ombudsman. The Board had identified two final candidates and conducted an board set of interviews during ICANN's Singapore Meeting. The Compensation Committee had recommended a selection of one of the candidates. The Compensation Committee and the General Counsel discussed a proposed compensation structure and on behalf of the Board, the General Counsel discussed the proposed compensation structure with the preferred candidate on behalf of the Board.

    Bruce Tonkin confirmed that the Compensation Committee as it was comprised prior to meeting at the end of the Singapore Meeting [Peter Dengate Thrush, Rita Rodin Johnston, R. Ramaraj and Bruce] interviewed a number of candidates, and then interviews with the final candidates were open to all Board members.

    Bertrand de La Chapelle requested that processes such as these be formalized or clarified for the future, so that the full Board has a better understanding of how these selections are made.

    Katim Touray suggested additional formats for candidate interviews that may allow more members of the Board to more generally review and assess candidates.

    The merits of the candidates were discussed, and then based upon the Compensation Committee's recommendation the following motion was moved by Bruce Tonkin and R. Ramaraj seconded the following resolution:

    Whereas, on 31 January 2011 ICANN's then Ombudsman moved on to other endeavors.

    Whereas, since 1 February 2011 an interim Ombudsman has been performing all of the Ombudsman functions and responsibilities.

    Whereas, ICANN has conducted a thorough and global search for a new Ombudsman.

    Whereas, the Board has identified a new Ombudsman, who has accepted the position.

    Resolved (2011.07.28.07), in accordance with Article V, Section 1.2 of the ICANN Bylaws, the Board hereby appoints Chris LaHatte as the ICANN Ombudsman for an initial term of two years, effective 28 July 2011 through 27 July 2013, and authorizes the General Counsel & Secretary to execute an agreement with Mr. LaHatte.

    Proposed Rationale for Resolution 2011.07.28.07:

    ICANN's Bylaws require ICANN to maintain an Office of the Ombudsman. See Article V of the Bylaws at http://www.icann.org/en/general/bylaws.htm#V. Having an ICANN Ombudsman positively affects the transparency and accountability of ICANN as the Ombudsman is one of the three main accountability mechanisms within ICANN. As there has been a budget for an ICANN Ombudsman since 2004 when the first Ombudsman was appointed, replacing the current interim Ombudsman will have a negligible financial impact on ICANN. Appointing a new Ombudsman will not negatively impact the systemic security, stability and resiliency of the domain name system.

    Eleven Board members voted in favor of Resolution 2011.07.28.07. Sébastien Bachollet, Bertrand de La Chapelle and Katim Touray abstained from voting on the resolution, and Erika Mann and Mike Silber were unavailable to vote. The resolution carried.

  7. CEO Report

  8. The CEO provided a report to the Board on activities and achievements within the organization since Singapore. He noted Cherine Chalaby's and Ray Plzak's productive visits to the Marina del Rey offices and their input on financial items as well as Board training and other operations issues. The CEO also noted his work with the new Chair on items to prepare for the Board's upcoming workshop, as well as work with the executive team on work to establish clear metrics and goals for items in the strategic plan.

    The CEO thanked the Board members for their contributions to ICANN's FNOI response to the Department of Commerce.

    The CEO also noted Jeff Moss' work in integrating into the organization and strengthening the security group.

    The CEO then provided an update on the planning for the October meeting in Dakar, Senegal, including remote participation items. The Chair and other members of the Board echoed their continuing support for hosting the meeting in Dakar.

    The CEO wrapped up his report with recruitment information, including the status of recruitment of a new CFO and a VP of the Africa region, as well as staffing the new gTLD group. The CEO also noted the work within ICANN to plan all the details of the new gTLD program, including supporting the Joint Applicant Support working group. Finally, the CEO noted that the FY2011 financials are looking better than anticipated.

    Bertrand de La Chapelle provided some remarks regarding the CEO's report, including a request for the Board to be introduced to new hires during its workshop in Marina del Rey, and a correction to the status of an item regarding the IGF. Bertrand also requested more information on the status of the icann.org website redesign and the new gTLD communications plan, including staff analysis of the extent of the communication of the program to date.

    The CEO noted the extensive and difficult planning process to lay out all the logistics for the communications plan after the Board approved the program in Singapore. He noted that outside consultants may be necessary at this time to provide the analysis requested by Bertrand because of the focus of the team in planning for conferences and events. There is, however, a clear need to measure the impact of events and communications as part of the program. One the website redesign, the sheer size of the website contributes to the long period of time needed to compete the redesign. The CEO offered to host an informational call for the Board on this item.

    Sébastien Bachollet commented on the JAS item and thanked the CEO for his conversation on that issue. Sébastien also inquired about the communication program and noted that it's important for Board members to have messages to take to the community. Sébastien requested an informational Board call on this topic.

    The CEO confirmed that a Board informational call could cover all three items: website design, Board communications on new gTLDs, and the overall communications plan.

  9. Any Other Business

  10. The Chair called for any other business from Board members.

    Sébastien Bachollet inquired about the status of work on ATRT recommendation 5 regarding remuneration of Board members.

    Bertrand de La Chapelle inquired about the status of the delegation that will be attending the IGF in Nairobi.

    The Chair confirmed that messages will be sent to the Board regarding the status of each of these items.

    The Chair then called the meeting to a close.